UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
December
29, 2016
Date
of Report (Date of earliest event reported)
Viad
Corp
(Exact
name of registrant as specified in its charter)
Delaware |
001-11015 |
36-1169950 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1850 North Central Avenue, Suite 1900, Phoenix, Arizona |
85004-4565 |
|
(Address of principal executive offices) |
(Zip Code) |
Registrant’s
telephone number, including area code: (602)
207-1000
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions (see General Instruction A.2. below):
⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01 REGULATION FD DISCLOSURE
On December 29, 2016, Viad Corp (the “Company”) issued a press release, attached hereto as Exhibit 99 (the “Press Release”), announcing the acquisition of the FlyOver Canada business. The Press Release is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. The Press Release contains forward-looking statements regarding the Company and includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.
Item 8.01 OTHER EVENTS
On December 29, 2016, the Company acquired the business of FlyOver Canada at Canada Place in Vancouver, Canada (the “Business”) for an aggregate purchase price of $68.8 million Canadian (approximately $50.6 million U.S.) in cash, subject to certain adjustments. The Business is a recreational attraction that provides a virtual flight ride experience with a combination of motion seating, a four-story movie screen, and media and visual effects. Ancillary revenue streams of the Business include limited retail and food and beverage.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
99 – Press release dated December 29, 2016.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Viad Corp |
||
|
(Registrant) |
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December 30, 2016 |
By: |
/s/ Deborah J. DePaoli |
|
Deborah J. DePaoli |
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General Counsel and Secretary |
Exhibit 99
Viad Corp Acquires FlyOver Canada Attraction
Travel & Recreation Group Expands High-Margin Attraction Portfolio with Virtual Flight Ride Experience
PHOENIX--(BUSINESS WIRE)--December 29, 2016--Viad Corp (NYSE: VVI) announced today that it has expanded its Travel & Recreation Group with the acquisition of the FlyOver Canada business. FlyOver Canada is a virtual flight ride attraction that showcases some of Canada’s most awe-inspiring scenery from coast to coast. The state-of-the-art, multi-sensory experience combines motion seating, spectacular media and special effects, including wind, scents and mist, to provide a true flying experience for guests.
Steve Moster, Viad's president and chief executive officer, said, "We are excited to add yet another top-rated and high-margin attraction to our Travel & Recreation Group. Since opening in June 2013, FlyOver Canada has provided over 1.6 million guests the virtual sensation of flying over breath-taking, iconic locations across Canada. The existing FlyOver Canada theater is ideally located in downtown Vancouver at Canada Place, which also serves as the Port of Vancouver’s cruise ship terminal, welcoming over 900,000 passengers each year, and houses the East Building of the Vancouver Convention Center, which hosts over 300 events annually. This acquisition extends our geographic reach into the robust Vancouver tourism market, which has over 9 million overnight visitors, and provides a new platform to accelerate growth and enhance profitability.”
“Rated as the No 1 fun attraction in Vancouver by TripAdvisor, FlyOver Canada is perfectly aligned with our goal of creating guest experiences that are iconic, unforgettable and inspiring,” said David Barry, president of Viad’s Travel & Recreation Group. “The attraction has seen very strong year-over-year growth since opening, with 2016 visitation up about 16 percent through November. By bringing it into Viad’s Travel & Recreation Group, we see opportunities to drive meaningful growth at the existing Vancouver location, as well as opportunities to expand the concept into additional markets in future years.”
The acquisition closed on December 29, 2016, and is within Viad's stated target valuation range, with a projected IRR of more than 15%. FlyOver Canada is expected to generate revenue of over $11 million during 2016 with approximately 575,000 guests.
About Viad
Viad (NYSE: VVI) generates revenue and shareholder value through its two business groups: the Marketing & Events Group (GES) and the Travel & Recreation Group (T&R). GES is a global, full-service live events company offering a comprehensive range of services to the world's leading brands and event organizers. T&R is a collection of iconic destination travel experiences that showcase the best of Banff, Jasper, Glacier, Denali and Kenai Fjords National Parks. Viad is an S&P SmallCap 600 company. For more information, visit the company's Web site at www.viad.com.
Forward-Looking Statements
As provided by the safe harbor provision under the Private Securities Litigation Reform Act of 1995, Viad cautions readers that, in addition to historical information contained herein, this press release includes certain information, assumptions and discussions that may constitute forward-looking statements. These forward-looking statements are not historical facts, but reflect current estimates, projections, expectations, or trends concerning future growth, operating cash flows, availability of short-term borrowings, consumer demand, new or renewal business, investment policies, productivity improvements, ongoing cost reduction efforts, efficiency, competitiveness, legal expenses, tax rates and other tax matters, foreign exchange rates, and the realization of restructuring cost savings. Actual results could differ materially from those discussed in the forward-looking statements. Viad’s businesses can be affected by a host of risks and uncertainties. Among other things, natural disasters, gains and losses of customers, consumer demand patterns, labor relations, purchasing decisions related to customer demand for exhibition and event services, existing and new competition, industry alliances, consolidation and growth patterns within the industries in which Viad competes, acquisitions, capital allocations, adverse developments in liabilities associated with discontinued operations and any deterioration in the economy, may individually or in combination impact future results. In addition to factors mentioned elsewhere, economic, competitive, governmental, technological, capital marketplace and other factors, including terrorist activities or war, a pandemic health crisis and international conditions, could affect the forward-looking statements in this press release. Additional information concerning business and other risk factors that could cause actual results to materially differ from those in the forward-looking statements can be found in Viad’s annual and quarterly reports filed with the Securities and Exchange Commission.
Information about Viad Corp obtained from sources other than the company may be out-of-date or incorrect. Please rely only on company press releases, SEC filings and other information provided by the company, keeping in mind that forward-looking statements speak only as of the date made. Viad undertakes no obligation to update any forward-looking statements, including prior forward-looking statements, to reflect events or circumstances arising after the date as of which the forward-looking statements were made.
CONTACT:
Viad Corp
Sajid Daudi or Carrie Long, 602-207-2681
Investor
Relations
ir@viad.com